Asia Deal Digest: Kirkland Advises on Hong Kong SPAC, Market Propped Up by Mid-Level Debt Issuances

Hong Kong

Herbert Smith Freehills has advised BP on its investment in the proposed Asian Renewable Energy Hub (AREH), which aims to create one of the world’s largest renewable energy plants in Australia.

Norton Rose Fulbright advised Hong Kong-based green hydrogen developer InterContinental Energy, one of the other main investors in the deal.

Subject to approvals from the Australian Foreign Investment Review Board, BP will acquire a 40.5% equity stake in the project and become the operating partner of the AREH. The stake is reportedly worth about $35 billion.

If the deal is approved, InterContinental Energy will be the second largest shareholder in the AREH project and will work closely with BP to create global partnerships to fulfill the project’s objectives, which includes producing 10 million tons per annum of green hydrogen.

The Herbert Smith Freehills team was led by Australian head of energy, Nick Baker, and included partners Neena Aynsley, Alison Dodd, Melanie Debenham, David Hugo, Linda Evans, Sarah Pollock and Laura Hulett

Norton Rose Fulbright’s Singapore partner Ben Smith led the firm’s advice to Intercontinental Energy.

Last year, BP reviewed its global, UK, US and Singapore legal advisors, with 26 firms appointed across newly introduced rosters. Arnold & Porter Kaye Scholer, Freshfields Bruckhaus Deringer, Herbert Smith Freehills, Linklaters, Norton Rose Fulbright and Sullivan & Cromwell were selected for the company’s global panel.


O’Melveny is representing Hong Kong-listed China Vast Industrial Urban Development and its controlling shareholder, Profit East Limited, in a proposed all-cash take private proposal by Hong Kong-listed property developer China Jinmao Holdings Group Limited.

Jinmao currently holds a 29.9% equity interest in China Fixed. The proposed transaction would see Jinmao acquire the outstanding shares by way of a scheme of arrangement and take the company private. As part of the proposed transaction, Hong Kong-based Profit East will retain a 9.9% equity interest in China Vast upon completion of the take private under a rollover arrangement.

China Vast is an industrial town developer. O’ Melveny last year also represented the company in a share sale and convertible bond subscription to Jinmao.

The O’Melveny team on the deal is being led by Hong Kong corporate partner, Edwin Kwok.

Slaughter and May’s Hong Kong partners Benita Yu and Vincent Chan is acting for China International Capital Corporation Hong Kong Securities Limited (CICC), as the financial advisor to Jinmao. The firm also advised CICC in the same capacity on the investment deal with China Vast last year.


Linklaters has separately represented Bank of China, Frankfurt Branch, on the offering of its $500 million three-year green notes. This transaction marks the world’s first ever debt instrument issued in accordance with the updated Common Ground Taxonomy – Climate Change Mitigation (CGT).

The updated CGT was published by the International Platform on Sustainable Finance (IPSF) Taxonomy Working Group, a joint initiative between China and the EU, in June 2022.

The proceeds of the notes will be used to finance projects in areas such as wind power, energy storage and energy-saving transformer manufacturing in countries including China, Germany and the Netherlands.

The Linklaters team was led by Hong Kong capital markets partner, Michael Ng.

Allen & Overy advised the underwriters with a team led by Hong Kong partners Jaclyn Yeap and Agnes Tsang


Hong Kong-based online brokerage firm Zhong Yang Financial Group has engaged US firm Ortoli Rosenstadt, Hong Kong firm Stevenson, Wong & Co and Harneys for advice on its US$25 million Nasdaq initial public offering (IPO).

Univest Securities LLC was lead book running manager, while Valuable Capital Ltd. was joint book runner. The underwriters are being represented by Hunter Taubman Fischer & Li.

Harneys’ Hong Kong corporate partner Raymond Ng led on the advice.


Kirkland & Ellis has advised Chinese marketing technology company Joy Spreader Group Inc. in raising $77.5 million by way of a top-up placement of 192 million existing shares and an issuance of the same amount of shares.

Goldman Sachs was the sole placing agent.

Joy Spreader focuses on the use of data and algorithms to help its customers promote and sell their products on new media platforms.

The Kirkland team was led by Hong Kong capital markets partner Mengyu Lu.

Joy Spreader listed on the Hong Kong Stock Exchange in 2020, the company was then advised by Chinese firm Jingtian & Gongcheng, Campbells and Sidley Austin.


Kirkland & Ellis has separately represented Vision Deal HK Acquisition Corp., a special purpose acquisition company (SPAC), in its Hong Kong listing. The deal marks the second Hong Kong SPAC listing to date. The city’s SPAC regime took effect in January this year.

Vision Deal intends to focus primarily on high-quality companies in China that specialize in smart car technologies or possess supply chain and cross-border e-commerce capabilities in its search for a De-SPAC target.

Appleby also advised the issuer. The Kirkland team was led by Hong Kong partner David Zhang and capital markets partners Mengyu Lu, Steve Lin and Kelvin Chu.

The underwriters, Citigroup Global Markets Limited and Haitong International Securities Company Limited, were advised by Freshfields Bruckhaus Deringer.


mainland china

Clifford Chance has advised China Three Gorges Spain (CTGS), the Spanish arm of China’s state-owned power company China Three Gorges, on its acquisition of a 619MW portfolio of photovoltaic projects in Spain from Nexwell Power and its strategic partner Ibox Energy.

The Clifford Chance team was co-led by the firm’s China co-managing partner Terence Foo and Spanish partner Guillermo Guardia.

Both sellers are subsidiaries of sustainable investment platform Nexwell Group. The sellers were advised by Uria Menendez partner, Jose Felix Zaldivar.

KPMG also advised CTGS, assisting on tax due diligence, tax structuring and tax modelling. The firm’s team was led by its head of international taxation and M&A tax, Carlos Marín.

The portfolio comprises 27 solar PV plants mainly located in the south of Spain, at different stages of development.

Under its agreement, CTGS will acquire two operational solar PV assets and one under-construction asset. Its agreement with Ibox Energy is for three late-stage development assets that are expected to become operational over the next few years.


Kirkland & Ellis advised an Asian real estate fund managed by New York-listed Apollo Global Management Inc on its joint venture with Beijing Haoyang Cloud Data Technology Co., Ltd. and Mandarin Capital Management Limited to acquire an 80% interest in a data center asset known as Baoding No. 1 Data Center Project in China.

baoding no. 1 Data Center Project is a development that aims to strengthen the high-technology, cloud computing and big data capabilities in the region. The project covers an area of ​​about 42,000 square meters located just 35 kilometers south to Beijing and 125 kilometers west to Tianjin.


In 2021, Kirkland also represented the Apollo fund on its formation of a joint venture with the Haoyang Data and Mandarin Capital, as well as the joint venture’s acquisition of its first data center asset, which is known as Langfang No. 1 Data Center Project.

The Kirkland team was led by transactional partners Paul Guan and Eugenie Hui in Hong Kong.


Skadden, Arps, Slate, Meagher & Flom has advised Chinese electric vehicle charging service provider NaaS Technology Inc. on a merger between Dada Auto Inc. and Nasdaq-listed RISE Education Cayman Ltd.

As a result of the transaction, Dada Auto has become a wholly-owned subsidiary of RISE Education, which has changed its name to NaaS Technology Inc.

The Skadden team was led by Hong Kong partner Shu Du.


Mayer Brown, led by its Hong Kong-based head of ship finance & maritime partner Conor Warde, has advised CCB Financial Leasing Corporation Limited, a wholly-owned subsidiary of China Construction Bank, on the recent lease financing and delivery of the newly-built cruise ship, “Viking Mars”.

Viking Mars, which can accommodate 930 passengers, is the most recent Viking Ocean Cruises’ vessel financed by CCB Leasing, joining its sister-ship “Viking Jupiter” and the expedition vessel “Viking Octantis” for which Mayer Brown also acted for CCB Leasing.

Viking Mars was delivered in May at Fincantieri’s shipyard in Ancona, Italy.


Singapore

McDermott Will & Emery has acted for AMILI, a Singapore-based precision gut microbiome startup, in raising $10.5 million in its over-subscribed Series A funding led by New York based private equity firm, Vulcan Capital.

Lead investor Vulcan Capital was joined by other new investors Pruksa Group, TVM Capital Healthcare, Emtek Group, Capital Code, SEEDS Capital, Pureland Group, Blue7 and returning investors GK Goh as well as other angel investors.

The funds will be used for expansion in Southeast Asia and Greater Asia, and to further develop its proprietary microbiome analytics engine.

The McDermott team advising AMILI was led by Singapore-based counsel Dawn Tan


Singapore firm Allen & Gledhill has advised Oversea-Chinese Banking Corporation on the issue of $360 million 3.90% perpetual capital securities first callable in 2027 under its $22 billion global medium term note programme.

Allen & Gledhill’s team on the deal was led by partner Glenn Foo.

Credit Suisse, OCBC and Standard Chartered were appointed joint lead managers and bookrunners for the Capital Securities.


Allen & Gledhill has separately also advised MTC Japan Investment Pte. Ltd. and CapitaLand Investment Limited on the $908 million divestment of 100% of the issued share capital in Southernwood Property Pte. Ltd. to CapitaLand Integrated Commercial Trust and CapitaLand Open End Real Estate Fund FCP-RAIF.

Southernwood Property owns the property located at 79 Robinson Road after the completion of the divestment. CapitaSky is a Grade A office building located in the Singapore’s central business district.

Allen & Gledhill partners Eudora Tan and Foong Yuen Ping advised MTC Japan and Lim Mei Ann and Teh Hoe Yue advised CapitaLand Investment.


Indonesia

Allen & Overy advised the Republic of Indonesia on a $3.25 billion Sukuk offering comprising of $1.75 billion 5-year and $1.5 billion 10-year (Green) Reg S/144A Sukuk tranches, each of which were based on the Shariah principles of Wakala.

The deal marks the largest ever global US dollar Sukuk offering by the Republic and the largest ever Green Sukuk tranche globally.

The dual Sukuk offerings were listed on the Singapore Exchange and NASDAQ Dubai.

White & Case advised the arrangers and managers, Citigroup Global Markets Inc., Deutsche Bank AG, Singapore Branch, Mandiri Securities Pte. Ltd., Société Générale and Standard Chartered Bank acted as dealer managers in the offering.

The Allen & Overy team was led by Singapore partners Aloysius Tan and Felipe Duque.

The White & Case team was co-led by partners Kaya Proudian in Singapore and Debashis Dey, who is dually based in Dubai and London.


Japan

Freshfields Bruckhaus Deringer has advised German construction materials group Knauf International GmbH on its $59 million takeover bid and privatization of Chiyoda Ute Co., Ltd., a Japan-listed manufacturer of gypsum boards.

Freshfields advised Knauf on the structuring of the public tender offer and subsequent group reorganisations. The firm’s team was led by its head of Japan, Takeshi Nakao.

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